UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 2, 2024, Boundless Bio, Inc. (the Company) filed an amended and restated certificate of incorporation (the Restated Certificate) with the Secretary of State of the State of Delaware in connection with the closing of the initial public offering (the IPO) of shares of its common stock. The Company’s board of directors and stockholders previously approved the Restated Certificate to be effective as of immediately prior to, and conditioned upon, the closing of the IPO.
The Restated Certificate amends and restates the Company’s amended and restated certificate of incorporation, in its entirety to, among other things: (i) increase the authorized number of shares of common stock to 700,000,000 shares; (ii) authorize 70,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company’s board of directors in one or more series; (iii) establish a classified board of directors, divided into three classes, each of whose members will serve for staggered three-year terms; (iv) provide that directors may be removed from office only for cause by the affirmative vote of the holders of at least two-thirds of the Company’s outstanding capital stock then entitled to vote in an election of directors; (v) eliminate the ability of the Company’s stockholders to take action by written consent in lieu of a meeting; and (vi) provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. The Restated Certificate also retains the provision that designates the Court of Chancery of the State of Delaware to be the sole and exclusive forum for certain actions, including, but not limited to, derivative actions or proceedings brought on behalf of the Company or actions asserting claims of breach of a fiduciary duty owed by, or other wrongdoing by, any of the Company’s directors, officers, employees or agents to the Company or the Company’s stockholders.
The foregoing description of the amendments made in the Restated Certificate is qualified by reference to the Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On April 2, 2024, in connection with the closing of the IPO, the amended and restated bylaws of the Company (the Amended and Restated Bylaws), previously approved by the Company’s board of directors to become effective as of immediately prior to, and conditioned upon, the closing of the IPO, became effective. The Amended and Restated Bylaws amend and restate the Company’s bylaws in their entirety to, among other things: (i) establish procedures relating to the presentation of stockholder proposals at stockholder meetings; (ii) establish procedures relating to the nomination of directors; and (iii) conform to the amended provisions of the Restated Certificate.
The foregoing description of the amendments made in the Amended and Restated Bylaws is qualified by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On April 2, 2024, the Company completed its IPO of 6,250,000 shares of its common stock at a public offering price of $16.00 per share. The gross proceeds to the Company from the IPO were $100.0 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Boundless Bio, Inc. | |
| 3.2 | Amended and Restated Bylaws of Boundless Bio, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Boundless Bio, Inc. | ||||||
| Date: April 2, 2024 | By: | /s/ Jessica Oien | ||||
| Name: | Jessica Oien | |||||
| Title: | Chief Legal Officer and Corporate Secretary | |||||
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